STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2008-2 TERMS AGREEMENT
STRUCTURED
ADJUSTABLE RATE MORTGAGE LOAN
TRUST
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2008-2
Dated: May
28,
2008
|
To:
|
Structured
Asset Securities Corporation, as Depositor under the Trust Agreement
dated
as of May 1, 2008 (the “Trust Agreement”).
|
|
Re:
|
Underwriting
Agreement Standard Terms dated as of December 21, 2005 (the “Standard
Terms,” and together with this Terms Agreement, the
“Agreement”).
|
Series
Designation: Series
2008-2.
Terms
of the Series 2008-2 Certificates:
Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2008-2, Class A1, Class A1X, Class A21, Class A22, Class
A31, Class A32, Class A2, Class A3, Class A4, Class A5, Class AP, Class B1,
Class B2, Class B3, Class B4, Class B5, Class B6 and Class R (the
“Certificates”) will evidence, in the aggregate, the entire beneficial ownership
interest in a trust fund (the “Trust Fund”). The primary assets of the Trust
Fund on the Closing Date (as defined below) will consist primarily of a pool
of
conventional, first lien, adjustable rate, fully amortizing and balloon,
residential mortgage loans having a total Scheduled Principal Balance (as
defined in the Trust Agreement)
as
of the Cut-off Date of $185,239,743.83
(the “Mortgage Loans”). Only the Class
A1,
Class A1X, Class A21, Class A22, Class A31, Class A32, Class A2, Class A3,
Class
A4, Class A5, Class B1, Class B2, Class B3 and Class R (the “Offered
Certificates”) are being sold pursuant to the terms hereof.
Registration
Statement:
File
Number 333-139693.
Certificate
Ratings:
It is a
condition of Closing that at the Closing Date the
Certificates are rated by Standard & Poor’s, a division of the ▇▇▇▇▇▇-▇▇▇▇
Companies, Inc. (“S&P”) and by DBRS, Inc. (“DBRS” and together with S&P,
the “Rating Agencies”) in accordance with the following:
|
Class
|
S&P
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DBRS
|
|
A1
|
AAA
|
AAA
|
|
A1X
|
AAA
|
AAA
|
|
A21
|
AAA
|
AAA
|
|
A22
|
AAA
|
AAA
|
|
A31
|
AAA
|
AAA
|
|
A32
|
AAA
|
AAA
|
|
A2
|
AAA
|
AAA
|
|
A3
|
AAA
|
AAA
|
|
A4
|
AAA
|
AAA
|
|
A5
|
AAA
|
AAA
|
|
B1
|
AA
|
AA
|
|
B2
|
A
|
A
|
|
B3
|
BBB
|
BBB
|
|
R
|
AAA
|
AAA
|
Terms
of Sale of Offered Certificates:
The
Depositor agrees to sell to ▇▇▇▇▇▇ Brothers Inc., (the “Underwriter”) and the
Underwriter agrees to purchase from the Depositor, the Offered Certificates
in
the principal amounts and prices set forth on Schedule 1 annexed hereto. The
purchase price for each class of the Offered Certificates shall be the
applicable Purchase Price Percentage set forth in Schedule 1 plus accrued
interest at the initial interest rate per annum from and including the Cut-off
Date up to, but not including, the Closing Date.
The
Underwriter will offer the Offered Certificates to the public from time to
time
in negotiated transactions or otherwise at varying prices to be determined
at
the time of sale.
The
Underwriter will sell the Offered Certificates to investors in offerings
occurring within Member States of the European Economic Area in minimum initial
total investment amounts of $100,000.
Cut-off
Date:
May 1,
2008.
Closing
Date:
10:00
A.M., New York time, on or about May 30, 2008. On the Closing Date, the
Depositor will deliver the Offered Certificates to the Underwriter against
payment therefore.
Counsel:
Dechert
LLP will act as counsel for the Underwriter.
Closing
Notice Address:
Notwithstanding anything to the contrary in the Standard Terms, the Closing
shall take place at the offices of the counsel for the Underwriter, Dechert
LLP,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]
2
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to us a counterpart hereof, whereupon this instrument along with
all
counterparts will become a binding agreement between the Depositor and the
Underwriter in accordance with its terms.
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▇▇▇▇▇▇
BROTHERS INC.
|
|
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By: ___________________________
Name: ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Title: Vice
President
|
|
|
Accepted:
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|
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STRUCTURED
ASSET SECURITIES CORPORATION
|
|
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By: _____________________________
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Authorized
Signatory
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Schedule
1
|
Class
|
Initial
Certificate
Principal
or Notional
Amount(1)
($)
|
Certificate
Interest
Rate
|
Purchase
Price
Percentage
|
Approximate
Amount Purchased by ▇▇▇▇▇▇ Brothers Inc. ($)
|
|
A1
|
129,668,000
|
Variable(2)
|
100%
|
129,668,000
|
|
A1X
|
129,668,000
|
Variable(3)
|
100%
|
129,668,000
|
|
A21
|
14,761,000
|
Variable(2)
|
100%
|
14,761,000
|
|
A22
|
4,689,000
|
Variable(2)
|
100%
|
4,689,000
|
|
A31
|
14,058,000
|
Variable(2)
|
100%
|
14,058,000
|
|
A32
|
4,466,000
|
Variable(2)
|
100%
|
4,466,000
|
|
A2
|
19,450,000
|
Variable(2)
|
100%
|
19,450,000
|
|
A3
|
18,524,000
|
Variable(2)
|
100%
|
18,524,000
|
|
A4
|
28,819,000
|
Variable(2)
|
100%
|
28,819,000
|
|
A5
|
9,155,000
|
Variable(2)
|
100%
|
9,155,000
|
|
B1
|
6,668,000
|
Variable(2)
|
100%
|
6,668,000
|
|
B2
|
3,150,000
|
Variable(2)
|
100%
|
3,150,000
|
|
B3
|
2,222,000
|
Variable(2)
|
100%
|
2,222,000
|
|
R
|
100
|
Variable(2)
|
100%
|
100
|
__________
|
(1)
|
These
balances are approximate, as described in the Prospectus
Supplement.
|
|
(2)
|
These
certificates will accrue interest based on adjustable interest rates,
as
described in the Prospectus Supplement.
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| (3) | These certificates will be interest-only certificates and will accrue interest based on their notional amount as described in the Prospectus Supplement. |